STOCK TITAN

Estée Lauder director adds 2.88 dividend units

Director Jane Lauder received a small dividend-equivalent stock unit grant and updated reported control over several large Class B share trusts at Estee Lauder.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LAUDER JANE reported acquisition or exercise transactions in this Form 4 filing.

ESTEE LAUDER COMPANIES INC (EL) reports that director and ten percent owner Jane Lauder received an automatic grant of 2.88 stock units tied to Class A Common Stock on September 15, 2026, representing reinvested dividend equivalents on outstanding stock units at a reference value of $96.25 per unit, bringing her direct stock unit balance to 795.02 units. These stock units are scheduled to be paid in shares of Class A Common Stock on the first business day of the calendar year following the last date of her service as a director. The filing also updates her Class B Common Stock holdings: she remains the direct holder of 275,010 shares and the trustee of a trust holding 17,161,010 Class B shares, each convertible into Class A on a one-for-one basis, while holdings of 4,910,594 Class B shares in the Zinterhofer 2008 Descendants Trust are no longer attributed to her after she resigned as co-trustee on May 8, 2026, with no shares sold, transferred, or consideration received.

Positive

  • None.

Negative

  • None.
Insider LAUDER JANE
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Stock Units (Share Payout) F1, F2, F3 2.88 $96.25 $277.20
holding Class B Common Stock F4, F5 -- -- --
holding Class B Common Stock F4 -- -- --
holding Class B Common Stock F4 -- -- --
Holdings After Transaction: Stock Units (Share Payout) — 795.02 contracts (Direct); Class B Common Stock — 0 contracts (Indirect, Co-Trustee of Zinterhofer 2008 Descendants Trust); Class B Common Stock — 17,161,010 contracts (Indirect, Trustee of Jane A. Lauder 2003 Trust); Class B Common Stock — 275,010 contracts (Direct)
Footnotes (5)
  1. F1. Not Applicable.
  2. F2. Represents reinvestment of dividend equivalents on outstanding stock units.
  3. F3. The stock units will be paid out the first business day of the calendar year following the last date of the Reporting Person's service as a director of the Company.
  4. F4. There is no exercise or conversion price for the Class B Common Stock. Share of Class B Common Stock (i) may be converted immediately on a one-for-one basis by the holder into shares of Class A Common Stock and (ii) are automatically converted into Class A Common Stock on a one-for-one basis upon transfer to a person or entity that is not a "Permitted Transferee" (as defined in Issuer's Restated Certificate of Incorporation) or soon after a record date for a meeting of stockholders where the outstanding Class B Common Stock constitutes less than 10% of the outstanding shares of Common Stock of the Issuer.
  5. F5. Prior reports included 4,910,594 shares of Class B Common Stock held by the Zinterhofer 2008 Descendants Trust, for which the Reporting Person formerly served as co-trustee. Effective May 8, 2026, the Reporting Person resigned as co-trustee and ceased to possess voting or dispositive authority over those shares. No shares were sold or transferred, and the Reporting Person received no consideration in connection with her resignation.
Stock units granted 2.88 units Dividend equivalent reinvestment on September 15, 2026
Reference value per stock unit $96.25 per unit Value used for the 2.88 stock units granted September 15, 2026
Stock units held after grant 795.02 units Direct stock unit balance after the September 15, 2026 grant
Direct Class B Common Stock holdings 275,010 shares Direct Class B Common Stock position as of September 15, 2026
Indirect Class B holdings as trustee 17,161,010 shares Class B Common Stock held by the Jane A. Lauder 2003 Trust
Class B shares no longer reported for Zinterhofer trust 4,910,594 shares Shares where Jane Lauder resigned as co-trustee effective May 8, 2026
dividend equivalents financial
"Represents reinvestment of dividend equivalents on outstanding stock units."
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
Class B Common Stock financial
"There is no exercise or conversion price for the Class B Common Stock."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Permitted Transferee regulatory
"not a "Permitted Transferee" (as defined in Issuer's Restated Certificate"
Restated Certificate of Incorporation regulatory
"as defined in Issuer's Restated Certificate of Incorporation"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
dispositive authority financial
"ceased to possess voting or dispositive authority over those shares."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Jane Lauder acquire in this Form 4 for EL?

She received 2.88 stock units linked to Class A Common Stock on September 15, 2026, representing reinvestment of dividend equivalents on her outstanding stock units, at a reference value of $96.25 per unit, increasing her direct stock unit balance to 795.02 units.

When will Jane Lauder’s new stock units in EL be paid out?

The stock units will be paid in shares of Class A Common Stock on the first business day of the calendar year following the last date of Jane Lauder’s service as a director of the company.

How many Estee Lauder Class B shares does Jane Lauder control after this filing?

She is reported as direct holder of 275,010 Class B Common Stock shares and trustee of a trust holding 17,161,010 Class B shares. Each Class B share is convertible into one Class A share under the terms described.

What changed regarding the Zinterhofer 2008 Descendants Trust in this EL Form 4?

Prior reports included 4,910,594 Class B shares held by the Zinterhofer 2008 Descendants Trust. Effective May 8, 2026, Jane Lauder resigned as co-trustee and ceased to have voting or dispositive authority; no shares were sold or transferred, and she received no consideration.

Is there a Rule 10b5-1 trading plan involved in this EL Form 4?

The filing indicates no Rule 10b5-1 plan: the document-level checkbox is not affirmed, and the footnotes describe a dividend equivalent reinvestment and trust-governance changes rather than trades under a pre-arranged plan.

How can Estee Lauder Class B Common Stock convert into Class A shares?

Class B Common Stock has no exercise or conversion price and may be converted at any time on a one-for-one basis into Class A by the holder. It is also automatically converted on a one-for-one basis in certain transfer or voting-percentage situations described in the company’s Restated Certificate of Incorporation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LAUDER JANE

(Last)(First)(Middle)
C/O THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE

(Street)
NEW YORK NEW YORK 10153

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ESTEE LAUDER COMPANIES INC [ EL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Units (Share Payout)(1)09/15/2026A(2)2.88 (3) (3)Class A Common Stock2.88$96.25795.02D
Class B Common Stock(4) (4) (4)Class A Common Stock0(5)0(5)I(5)Co-Trustee of Zinterhofer 2008 Descendants Trust(5)
Class B Common Stock(4) (4) (4)Class A Common Stock17,161,01017,161,010ITrustee of Jane A. Lauder 2003 Trust
Class B Common Stock(4) (4) (4)Class A Common Stock275,010275,010D
Explanation of Responses:
1. Not Applicable.
2. Represents reinvestment of dividend equivalents on outstanding stock units.
3. The stock units will be paid out the first business day of the calendar year following the last date of the Reporting Person's service as a director of the Company.
4. There is no exercise or conversion price for the Class B Common Stock. Share of Class B Common Stock (i) may be converted immediately on a one-for-one basis by the holder into shares of Class A Common Stock and (ii) are automatically converted into Class A Common Stock on a one-for-one basis upon transfer to a person or entity that is not a "Permitted Transferee" (as defined in Issuer's Restated Certificate of Incorporation) or soon after a record date for a meeting of stockholders where the outstanding Class B Common Stock constitutes less than 10% of the outstanding shares of Common Stock of the Issuer.
5. Prior reports included 4,910,594 shares of Class B Common Stock held by the Zinterhofer 2008 Descendants Trust, for which the Reporting Person formerly served as co-trustee. Effective May 8, 2026, the Reporting Person resigned as co-trustee and ceased to possess voting or dispositive authority over those shares. No shares were sold or transferred, and the Reporting Person received no consideration in connection with her resignation.
Remarks:
Jane Lauder, by Robin Cohen, Attorney-in-fact09/16/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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